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EXHIBIT 99.1
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 4th day of
March, 1996, between Lilly Industries, Inc., an Indiana corporation ("Parent"),
and LP Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Parent ("Purchaser").
W I T N E S S E T H
WHEREAS, Parent and Purchaser have entered into a Merger Agreement
with Guardsman Products, Inc., a Delaware corporation ("Issuer"), pursuant to
which (i) Purchaser will offer to purchase all outstanding shares common stock,
$1.00 par value per share (the "Shares"), of Guardsman Products, Inc. (the
"Issuer"), and the associated Preferred Stock Purchase Rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of August 8, 1986, as
amended, between the Issuer and Chemical Bank, as Rights Agent, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated March
8, 1996 (the "Offer"), and (ii) following the consummation of the Offer and
the satisfaction or waiver of certain conditions, the Purchaser will be merged
with and into the Issuer, with the Issuer surviving the merger (as such, the
"Surviving Corporation") as a wholly owned subsidiary of Parent (the "Merger").
(Unless the context otherwise requires, all references to Shares shall include
the Rights.); and
WHEREAS, Parent has entered into Letter Agreements (collectively, the
"Stockholder Agreements") with each of Xxxxx X. Xxxx, Xxxxx X. Xxxxxx and Xxxx
X. Xxxxxx (collectively, the "Principal Stockholders") pursuant to which the
Principal Stockholders have each agreed to validly tender in the Offer, and
not withdraw, all Shares beneficially owned by him and to vote his Shares in
favor of the Merger and against any action or arrangement which would
interfere with the successful consummation of the Merger and each has executed
and delivered to the Parent an irrevocable proxy to this effect.
NOW, THEREFORE, in consideration of their mutual promises contained
herein, and intending to be legally bound, Parent and Purchaser agree as
follows:
1. Pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Parent and Purchaser agree to jointly
prepare and file a Schedule 13D with the Securities Exchange Commission ("SEC")
and the New York Stock Exchange, and to deliver a copy of such Schedule 13D to
the Issuer.
2. Parent hereby represents and warrants to Purchaser that the
information provided in the Schedule 13D concerning Parent is complete and
accurate to the best knowledge of Parent.
3. Purchaser hereby represents and warrants to Parent that the
information provided in the Schedule 13D concerning Purchaser is complete and
accurate to the best knowledge of Purchaser.
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4. Parent and Purchaser agree to jointly file any and all
amendments to the Schedule 13D required by the Exchange Act, and the rules and
regulations thereunder.
EXECUTED and ENTERED as of the date first written above.
LP ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
LILLY INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
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